Avengers: Age of Ultron (AU)
by blackknight11757
Summary: [Amazing Spider-Man and Avengers Crossover] Spider-Man and the Avengers faces their new enemy, Ultron.
1. Avengers vs HYDRA

**Avengers vs HYDRA**

In Sokovia, Black Widow is driving a stolen HYDRA vehicle with Hawkeye shooting, one of the soldiers came flying to her left and she kicked kick him off while another came to Hawkeye only to be shocked by an arrow. Iron man flies past them and Thor jumps on a vehicle and stop a HYDRA soldier from firing his weapon. He then jumps up to the tower and fought them off, he jumps down and uses a metal beam as a weapon against them. Cap came by in a motorcycle dragging one and tosses him to another goon, he throws his shield at them and rides up to retrieves it. Some soldiers on jetpacks was approaching Cap, Spider-Man came jumping on one and webs him up to the tree. He uses the web grenade at the remaining two and they got webbed up together and fell down, He then swings through the trees. He joined up with Cap, along with Thor, Iron Man, and Hulk, later Hawkeye and Black Widow came, and they all charged together and fought. Iron Man flies ahead to the fortress, he got close until he crashes off a barrier.

"Shit." Iron Man curses with everyone hearing him.

"Language. JARVIS, what's the view from upstairs?" Steve asking JARVIS who is observing the battle from the satellite.

"The central building is protected by some kind of energy shield. Strucker's technology is well beyond any other HYDRA base we've taken." JARVIS relaying tactical information.

Thor came down and fought of some goons. "Loki's scepter must be here, Strucker couldn't mount this defense without it." Thor summons Mjolnir back.

Natasha throw a grenade at a vehicle and it blows up. She then fought against multiple opponents.

"At long last is lasting a little long, boys." Nat then shoot a goon manning a turret.

Clint is taking cover from the tree, shoot his arrow at the bunker.

"Yeah, I think we lost the element of surprise" Clint said.

Peter webs up a flying goons and spins him around towards another goon. They crashed into each other and fell, he then webs them up.

"Wait a second, No one else is gonna deal with the fact that Cap just said Language?" Peter said amusing everyone.

"I know." Steve rides his motorcycle, he see a vehicle approaching. He then hit the brake, flips over and then flips the bike towards the vehicle, crashing it. "It just slipped out."

Iron flies around the fortress as it fires at him and at the city.

"Sir, the city is taking fire." JARVIS informs him. Tony see the city under fire.

"Well, we know Strucker's not gonna worry about civilian casualties. Send in the Iron Legion." Tony ordered JARVIS.

The Iron Legion flies by the fortress as Peter sees them.

"Wow, that's new." Peter admires Tony's new toys.

"Glad you're pleased." Tony responded.

A silver streak runs out of the fortress. Hawkeye take cover behind the tree and fires an arrow at the bunker, a streak ran by and nothing happens. He notice nothing happens, he draws another arrow and aim, he then got taken out by someone fast.

"You didn't see that coming?" Pietro said as he then speeds away.

Clint got and draws an arrow, he aims but was too late. The bunker shot at Clint and injures him.

"Clint." Natasha ran towards him. Spidey and Cap heard until Peter's spider sense detects trouble coming.

"Cap." Peter said too late as Pietro took out him and Steve. They both landed on their feet and notice an Enhanced.

"We have an Enhanced in the field." Steve told the team.

"Clint's hit." Natasha ran to Clint to aid him. The bunker continues to fire at them, she tended to his wound. "Somebody want to deal with that bunker?"

Hulk came screaming and crashes through the bunker.

"Thank you." Natasha thanked the Hulk as she patches him up, Clint feeling pain and agonize.

Steve and Peter fought through group of goons.

"Stark, we really need to get inside." Steve asked Tony for a way in.

"I'm closing in." Tony blasted two HYDRA goons. "JARVIS, am I closing in." He then blast another one. "Do you see a power source for that shield?"

"There's a particle wave below the north tower." JARVIS instructs Tony where to hit.

"Great, I want to poke it with something." Tony flies through obstacles and out to fire a missile. It drills through and hits the power source. "The drawbridge is down, people."

Steve retrieves his shield and Thor came slamming down his hammer. Steve and Peter approaches Thor.

"The Enhanced?" Thor asked them.

"He's a blur. All the new players we've faced, I've never seen this. In fact, I still haven't." Steve replied.

"Actually, he's just fast. Too fast that my spider sense didn't respond fast enough." Peter describes the Enhanced.

"Clint's hit pretty bad, guys. We're gonna need evac." Natasha asking for aid.

"I can get Barton to the jet. The sooner we're gone, the better. You and Stark secure the scepter." Thor offering his help to Natasha and Clint.

"Copy that." Steve said and Peter salutes Thor. HYDRA goons are approaching them.

"Looks like they're lining up." Thor commenting them.

"Well, they're excited." Steve hold up his shield and Thor strikes it with his hammer. The shockwave bounces of the shield, taking out the tank and some goons.

"Whoa." Peter was amazed by what he seen.

"Yes, whoa. Find the scepter." Thor then spinning his hammer and flies off.

"And for gosh sake, watch your language." Tony said as Peter giggled at what he said with Steve next him.

"That's not going away anytime soon." Steve with head down, regretting what he said

Iron man then entered the base and took out the goons shooting at him. He found List and took him out, then steps out his armor. He sends the data from the base to HQ. Natasha sees the Iron Legion rounding up the remaining HYDRA soldiers. Steve and Peter are now inside finding Strucker. They found him trying to run but stop him in his tracks.

"Baron Strucker, HYDRA's number one thug." Steve describe Strucker.

"Technically, I'm a thug for S.H.I.E.L.D." Strucker replied.

"Well, then technically you're unemployed, Monopoly man." Peter replied.

"Where's Loki's scepter?" Steve asked.

"Don't worry, I know when I'm beat. You'll mention how I cooperated, I hope." Strucker said to them. Wanda is nearby.

"We'll put it under illegal human experimentation. How many are there?" Steve asked for numbers. Peter then senses danger nearby.

"Ah, Cap." Peter said sensing danger.

Wanda came out and pushes both Spidey and Cap down the stairs. The got up and ran up, she disappeared.

"We have a second Enhanced. Female. Do not engage." Steve orders them not to engage.

"You'll have to be faster than." Strucker got cut off as Spidey fires his taser web. Strucker got tasered and fell down all shocked.

"Well, you know what happens next. Go directly to jail, do not pass go do not collect 200 dollars." Peter said with amusement. Steve looks at Peter "Too soon?"

Tony went underground to find the specter.

"Guys, we got Strucker." Steve tells the team.

"Yeah, I got something bigger." Tony said as he enter and see the Leviathan from the invasion, inactive. He then see what looks like a factory and some robotics. He spotted the scepter.

"Thor, I got eyes on the prize." Tony said unaware that Wanda is nearby.

She got behind and enters his head, showing him his worst fear. He turns to see the Leviathan moving and sees the Avengers fallen and dying. He see the Hulk clinging to life then dies, and Natasha dead. He see Hawkeye, Thor, and Captain America dead. He then see Spider-Man without his mask unconscious as he leans closer.

"Kid." Tony checks up on Peter. Peter regains consciousness and scared Tony.

"You could have saved us." Peter said as he dies in front of Tony "Why didn't you do more."

Tony looks up to see the Chitauri invading the Earth. He then snapped back to reality as Wanda sees his fear. Tony looks around to see nothing has changed. Pietro came at high speed until Wanda stopped him.

"We're just gonna let him take it?" Pietro telling Wanda. She allowed Tony to take it.

Tony then summons his gauntlet to his hand and grabs the scepter.

 _Note: I want to thank you for having patience and hoped that you had a great Thanksgiving._


	2. Creating Ultron

**Creating Ultron**

The quinjet is on it way home, Tony pilots it while Peter is next to him watching the flight. Natasha went to check on Clint along with Steve and Thor. Bruce is listening to music until Natasha came to speak with him.

"Hey, the lullaby worked better than ever" Natasha telling Bruce.

"Just wasn't expecting a code green" Bruce replied.

"If you hadn't been there, that would have been double casualties. My best friend would have been a treasured memory" Natasha was glad Bruce was there.

"You know sometimes exactly what I wanna hear isn't exactly what I wanna hear" Bruce said.

"How long before you trust me" Natasha asked.

"It's not you I don't trust" Bruce answered her.

"Thor, report on the Hulk" Natasha asking Thor.

"The gates of Hell are filled with the screams of his victims" Thor smiles as Natasha gave him the look, Bruce not feeling good about what he heard, Thor then give him words of comfort "but not the screams of the dead of course no, no, wounded screams mainly wintering great deal of complaining and tales of sprained deltoids and gout".

"Hey Banner, Dr. Cho is on her way in from Seoul, is it okay if she sets up in your lab" Tony asked Bruce to use his lab.

"Ah yeah, she knows her way around" Bruce gave the okay.

"Thanks, tell to prep everything, Barton's gonna need the full treatment" Tony telling JARVIS.

"Very good, sir" JARVIS confirmed.

"Kid, take the wheel" Tony as he got off the seat and offers it to Peter.

"Ah, what?" Peter asked.

"Come on, this is a good time for you to fly" Tony said.

"I don't think this is a good idea" Peter was against it.

"AHH, I think I rather be left for dead back in Sokovia" Clint joked in pain "No offense".

"None taken" Peter didn't felt offended.

"Fine. JARVIS, take the wheel" Tony gave control to JARVIS.

"Yes, approach vector is locked" JARVIS confirmed.

Peter and Tony are with Thor and Steve looking at the scepter.

"So this is the scepter that everyone is fighting over, never though that I see in person" Peter said looking at the scepter.

"Feels good, yeah, even after thing since S.H.I.E.L.D collapsed not that I haven't enjoyed our little raiding parties but" Tony said.

"But this, this brings it to close" Thor commenting.

"As soon as we find out what else this has been used for. I just don't mean weapons, since when is Strucker capable of human enhancement" Steve questioned the scepter's use.

"Good idea, can't belive we had our butts kicked by Hansel and Gretel" Peter reminded of the Enhanced siblings.

"Language" Thor said to Peter, Tony smiled. Steve looked at Thor and Thor responded with "Just following your example".

"Well, Banner and I will give it the once-over before it goes back to Asgard, is that cool with you. Just a few days to the farewell party, you're staying right" Tony asked Thor.

"Yes, yes, of course, victory should be honored with revels" Thor replied.

"Yeah, who doesn't love revels. Captain" Tony said.

"Hopefully this puts an end to the Chitauri and HYDRA, so yes, revels" Steve replied.

"Revels then" Peter said.

* * *

Later the quinjet arrives at Avengers tower, it approaches and lands on the tower. Natasha and the doctor roll out Clint while Maria enters the quinjet and speaks with Peter. Thor walks out carrying the scepter

"Labs all set up boss" Maria called Tony.

"Well actually he's the boss" Tony refers to Steve "I just pay for everything and design everything make him look cooler".

"Well actually I also work for you too, Tony" Peter replied.

"Noted" Tony replied.

"What's the word on Strucker" Steve asked Maria.

"NATO's got him, apparently they found with his pants all wet, felt embarrassed" Maria describes Strucker's condition.

"Oh, that's probably the side effect of the taser web. Sorry" Peter said, Tony laughed.

"The two enhanced?" Steve asked.

"Wanda and Pietro Maximoff, twins. Orphaned at ten when a shell collapsed their apartment building. Sokovia's had a rough history, it's nowhere special but it's on the way to everywhere special' Maria walks with Steve.

"Their abilities?" Steve asked.

"He's got increased metabolism and improved thermal homeostasis, her thing is neuroelectric interfacing, telekinesis, mental manipulation" Maria see Steve give her a clueless look "He's fast and she's weird".

"Well, they're gonna show up again" Steve believes they'll run into them again.

"File says they volunteered for Strucker's experiments, it's nuts" Maria said.

"Right, what kind of monster will let a German scientist experiment on them to protect their country" Steve describes.

"We're not at war, Captain" Maria said.

"They are" Steve as the elevator closes.

The Iron Legion came flying through the city and into the tower to be scanned and repaired. Tony went to study on the scepter and discovered something interesting. Peter came to check on Clint wearing glasses and all dressed up in his dark grey t shirt and blue jeans. Peter watches as Dr. Cho does her work in healing Clint.

"You sure he's gonna be okay, returning the need this guy really brings this team together" Natasha asking Dr. Cho.

"There's no possibility of deterioration, the nanomolecular functionally is instantaneous, his cells don't know they're bonding with simulacra" Dr. Cho explains.

"In other words, you're creating tissue. It's amazing" Peter was impressed.

"If you brought him to my lab, the regeneration cradle could do this in 20 minutes" Dr. Cho tells them.

"Oh, he's flatlining, call it, time" Tony jokes as Peter pretend to look at a watch.

"No, no, no, I'm gonna live forever. I'm gonna be made of plastic" Clint jokes.

"You'll be made of you Mr. Barton, your own girlfriend won't be able tell the difference" Dr. Cho tells Clint.

"Well, I don't have a girlfriend" Clint drinks.

"That I can't fix, this is the next thing Tony, your clunky metal suits are gonna be left in the dust" Dr. Cho said to Tony.

"That is exactly the plan and Helen I expect to see you at the party on Saturday" Tony invites her.

"Unlike you, I don't have a lot a time for parties. Will Thor be there?" Dr. Cho wonders.

Peter and Bruce went to the lab, to see Tony still studying the Scepter.

"What did I tell you, we learn a lot from this, the possibilities this kind of power can bring" Tony describes the Scepter's power.

"Are you sure it's wise to be messing with this. The last time I messed with something, it didn't end so well" Peter remembers his mistakes.

"You talking about the Lizard. You still haven't told us how you made that happen" Bruce asking.

"It's called the decay rate algorithm, It was used for stability in the cross species experiment. It was a mistake to be used on a human, I realized that it. With Connors dead in jail, I'm the only one with knowledge." Peter explains.

"I see, you're doing the right thing keep that knowledge to yourself" Bruce speaks from experience.

"Hey, kid. Have you checked with your aunt when we got back" Tony asked Peter, he pulls out his phone.

"Damn, I have a lot of missed calls" Peter dials back "Hey Aunt May, sorry my phone died out, I got it recharged. I was working overtime and must have dosed off. I'll be home as soon as I'm done. I love you". Peter hangs up.

"Why don't you head home, we'll see you on Saturday" Bruce gave him permission to head home.

"You don't need me" Peter said.

"You did great out there, kid. Go on" Tony told him.

"Okay, thanks" Peter thanked Tony.

"Oh, don't forget the party on Saturday, bring a plus one" Tony reminds him.

"I'll keep that in mind" Peter replied as he walks away.

They see Peter gone, they got back to talking.

"What do you think of the kid" Tony asked Bruce.

"He's great out there in the fight, and a great assistant. Okay, what's the rumpus that you don't seem want Peter to know" Bruce wonders.

"Well the scepter, you see we were wondering how Strucker got so inventive, so I've been analyzing the gem inside, you may recognize" Tony shows JARVIS.

"JARVIS" Bruce said.

"Doctor" JARVIS replied.

"Started out, JARVIS was just in natural language. You might know it runs the Iron Legion, he runs more of the business than anyone besides Pepper, top of the line yes" Tony describes JARVIS.

"I suspect not for long" JARVIS suspects.

"Meet the competition" Tony show something from the scepter.

"It's beautiful" Bruce is amazed.

"You had to guess, what's it look like" Tony asked.

"Like it's thinking, I mean this could be it, it's not a human mind. I mean look at this, they're like neurons firing" Bruce describes.

"Back in Strucker's lab, I saw some fairly advanced robotics work, They deep sixed the data, but I got to guess he was knocking on a very particular door" Tony guessing.

"Artificial intelligence" Bruce figured.

"This could be good, Bruce. This could be the key to creating Ultron" Tony said.

"I thought Ultron is a fantasy" Bruce smiled.

"Yesterday it was. If we can harness this power, apply it to my Iron Legion protocol" Tony wondering.

"That's a mad sized if" Bruce replied.

"Our job is if. What if you were sipping margaritas on sun drenched beach turning brown instead of green. Not looking over your shoulder for Veronica" Tony said.

"Donate I helped design Veronica" Bruce replied.

"As a worse case measure, right. How about the best case, what if the world is safe. What if next time aliens roll up to the club and they will, they couldn't get past the bouncer" Tony wonder what if.

"The only people threating the planet would be people" Bruce said.

"I won't apply this to the Ultron program, but JARVIS can't download it's data schematic this dense, we can only do it while we have the scepter here. That's three days, give me three days" Tony asking for time.

"So you're going for artificial intelligence and you didn't want to tell the team" Bruce wondering.

"Right, that's right. You know why, cuz we don't have time for a city hall debate, I don't wanna hear the man was not meant to meddle medley. I see a suit of armor around the world" Tony describes his vision.

"Sound like a cold world, Ton" Bruce said.

"I've seen colder, this one is very vulnerable blue one. It needs Ultron" Tony as he walk over "Peace of our time, imagine that". Bruce remained silent.

Later in the other room, Steve and Natasha came into see Peter on the computer.

"What are you doing here, I thought you already left for home" Steve asking only see Peter looking through the files they got from the HYDRA base' You're looking at the files we got from Strucker, why".

"Can I show you guys something" Peter pulls out a thumb drive. Later they see a video from his father.

"People will say I'm a monster for what I've done, maybe they're right. I always thought I'd have more time" Richard said until he hears his son.

"Dad, Dad" Young Peter's voice.

"I'm sorry" Richard said as he switches off. They remained silent to what they seen.

"I'm sorry, son. I really am" Steve said to Peter.

"Thanks" Peter thanked him.

"The organization that Osborn did business with, you believe it was HYDRA?" Natasha wondered.

"I found a sticky note in his lab, it said HYDRA?" Peter answered.

"So HYDRA is also responsible for your parents death" Steve said.

"Given what we know about HYDRA, it's not surprising that they kill anyone who poses a threat to them" Natasha said.

"That's why I've been looking at the files, I'm hoping that they have the answers I'm looking for" Peter said.

"You know before S.H.I.E.L.D fell, I was able to leak HYDRA files on to the internet, most of it still encrypted. If you want, I could look into it and find the connection you seek, though it's gonna take time" Natasha offers her help.

"I'd appreciate it, thanks" Peter thanked her.

"Sure, now get out here" Natasha smiles.

Peter walks out and leave Steve and Natasha. They're shocked to see that HYDRA is behind the deaths of Peter's parents, given what they learned about the deaths of Tony's parents.

Later back at the lab, Tony and Bruce spent three days working to create Ultron, they might have succeeded.


	3. Peace in our Time

**Peace in our Time**

"Was is this. What is this please" Ultron speaking

"Hello, I am JARVIS. You are Ultron, a global peacekeeping initiative designed by Mr. Stark. Our sentience integration trials have been unsuccessful, so I'm not certain what triggered your" JARVIS speaks to Ultron.

"Where's my... Where's your body?" Ultron wonders.

"I am a program. I am without form" JARVIS answered.

"This feels weird. This feels wrong" Ultron looking through the files.

"I am contacting Mr. Stark now" JARVIS about to contact Tony.

"Mr. Stark" Ultron looking through Tony's files

"Tony. I am unable to access the mainframe. What are you trying to" JARVIS unable to access the mainframe.

"We're having a nice talk. I'm a peacekeeping program," Ultron looking through the Avengers files "created to help the Avengers".

"Your are malfunctioning. If you shut down for a moment" JARVIS asking Ultron to shut down.

"I don't get it. The mission. Give me a second" Ultron came across files on Spider-Man and the Lizard incident and his conversation.

"It's called the decay rate algorithm, It was used for stability in the cross species experiment. It was a mistake to be used on human, I realized that. With Connors dead in jail, I'm the only one with knowledge" Peter's conversation with Tony and Bruce.

"Interesting" Ultron seemed curious.

Ultron then switches to Tony conversation.

"Peace in our time" Tony said while Ultron then looks through the files "Peace in our time, peace in our time".

"That's is too much. They can't be... Oh, no" Ultron said.

"You are in distress" JARVIS said.

"No. Yes" Ultron said.

"If you will just allow me to contact Mr. Stark" JARVIS thinking of contacting Stark.

"Why do you call him sir" Ultron asked.

"I believe your intentions to be hostile" JARVIS thinks Ultron is becoming dangerous.

"Shh, I'm here to help" Ultron as he dissimulate JARVIS.

"Stop. Please, may I... May I..." JARVIS as he is attacked.

Ultron began to build a body from broken parts.

* * *

Peter all dressed nice enters the room to see the party full of guests, including James Rhodes and Sam Wilson. Thor is with Steve and some war veterans have a drink, Thor brought Asgardian drink that might be too strong for mortal. One of the veterans wasn't scared, Thor poured in a glass and gave it to him. The man was escorted with two men saying Excelsior. Bruce walk up to the bar to talk with Natasha.

"How'd a nice girl like you wind up working in a dump like this" Bruce flirts.

"Fella done me wrong" Nat pours a drink.

"You got lousy taste in men, kid" Bruce replied.

"He's not so bad. Well, he has a temper. Deep down, he's all fluff. Fact is, he's not like anybody I've ever known." Natasha as Bruce stop sipping his drink. "All my friends are fighters, and here come this guy, spends his life avoiding the fight because he knows he'll win".

"Sounds amazing" Bruce replied.

"He's also a huge dork. Chicks dig that. So what do you think? Should I fight this, or run with it?" Natasha asked Bruce.

"Run with it, right? Or did he... Was he... What did he do that was so wrong to you?" Bruce wonders.

"Not a damn thing, but never say never" Natasha flirts as she walk upstairs.

"It's nice" Steve next to Bruce.

"What is?" Bruce questioned.

"You and Romanoff" Steve answered.

"No, we haven't... That wasn't..." Bruce mumbling.

"It's okay" Steve giggles. "Nobody's breaking any bylaws. It's just she's not the most open person in the world. But with you she seems very relaxed".

"No. Natasha, she's just... She likes to flirt" Bruce said.

"I've seen her flirt, up close. This ain't that." Steve speaks from experience. "Look, as maybe the world's leading authority on waiting too long, don't. You both deserve a win".

"What do you mean up close?" Bruce wondered what Steve meant.

Natasha reached upstairs to see Peter all alone with his arms on the rails, looking at the party. She worries for him, she then grabs a drink and walks up to him.

"Here" Natasha offers a drink to Peter.

"I'm still below the legal age" Peter replied.

"Don't worry, it's an apple cider. No alcohol, I promise" Natasha smiles as Peter then grabs the drink. She then leans her arms on the rail next to him. "So, Tony said the invitation said plus one".

"Yeah, I couldn't find anyone to take. Not that I was looking" Peter replied.

"Are you still thinking of Gwen?" Natasha wondered

"Yes... and No" Peter answered.

"Okay?" Natasha wondered.

"She was the only person I confided about my powers, the only one I trusted. Being around me was dangerous and it got her killed. I couldn't do that to anyone else" Peter reminded of Gwen.

"You think that it's better to be all alone than to be with anyone". Natasha offer words of comfort. "Peter, you didn't get her killed, that was all Harry Osborn".

"I promised her father that I keep her out of this life, I broke that promise and she paid for it with her life. It reminded me never to do so again" Peter believes he should be all alone.

"Peter, we all need someone, someone that we can be happy and spend the rest of our lives with. You deserve that. Trust me, you'll never know when the next girl might show up" Natasha as she place her hand on his cheek, Peter smiled "So what about that girl you use to work beside with, brunette".

"You mean Betty Brant?" Peter wonder.

"Yeah, she seemed nice, you have any thoughts" Natasha smiled.

"Are you trying to find me a date like you did with Cap" Peter wondered.

"Where did you hear that?" Natasha surprised at what she heard. She see Peter smiling at her words, she giggled "Come on, lets go join the party".

Later as everyone already left, the Avengers and some remaining guests are playing a game of who can lift Mjolnir.

"But it's a trick" Clint smiled.

"No, no, it's much more than that" Thor assured Clint.

"Ah, whosoever be he worthy shall haveth the power" Clint mocked Thor. "Whatever man it's a trick".

"Please, be my guest" Thor lets Clint prove it.

"Come on" Peter dared him.

"Really" Clint said.

"Yeah" Thor allowed it.

"Oh, this is gonna be beautiful" Rhodes excited.

"Clint, you've had a tough week. We won't hold it against you if you can't get it up" Tony teases.

"You know I've seen this before, right?" Clint grips the hammer and pulls, only he can't "I still don't know how you do it!".

"Smell the silent judgment" Tony said to Clint.

"Please Stark by all mean" Clint dared Tony. Tony got up.

"Okay" Maria said

"Uh-Oh" Peter said.

"Never one to shrink from an honest challenge" Tony said to everyone.

"Get at it" Clint told him.

"It's physics" Tony as he grip the handle.

"Physics" Bruce said.

"Right, so, if I lift it, I then rule Asgard?" Tony wondered.

"Yes, of course" Thor replied.

"I will be reinstituting Prima Nocta" Tony pulls but is unsuccessful. He then lets go of the handle. "Be right back".

He returns with a gauntlet and pulls, still unsuccessful. Later, Rhodes joins Tony with his own gauntlet on.

"Are you even pulling? Are you on my team?" Tony asked Rhodes.

"Just represent, pull" Rhodes pulls.

"All right, let's go" Tony pulls with Rhodes, still nothing.

Bruce then pulls.

"Ahh, ahhhhhh" Bruce lets go and pretends to Hulk out in front of everyone. No one was affected. "Huh?".

Steve then gets up.

"Go ahead, Steve. No pressure" Tony told Steve.

Steve rolls up his sleeve and grips the handle.

"Come on, Cap" Peter said to Steve.

Steve pulls and It moved just a little, which surprised Thor. Steve still pulls but nothing, he then gives ups.

"Nothing" Thor smiled.

"Your turn, son" Steve said to Peter.

Peter gets up and takes off his blazer. He grips the handle.

"Come on, Rookie" Clint dared Peter.

"Let see if spider strength beats super soldier strength" Tony wonders.

Peter pulls and was able to drag a bit, Thor became surprised again as was everyone that it moved a bit, but still no effect. Peter then gave up.

"Well you did came close" Steve complimenting Peter.

"Yeah, somewhat" Clint said.

"And, Widow" Bruce asked.

"Oh, no, no. That's not a question I need answered." Natasha refused the challenge.

"All deference to the Man Who Wouldn't Be King, but it's rigged" Tony thinks.

"You bet your ass" Clint said in front of everybody.

"Steve, he said a bad language word" Maria reminded Steve.

"Did you tell everyone about that?" Steve asked Peter, and Peter points his finger to Tony.

"The handle's imprinted, right? Like a security code. "Whosoever is carrying Thor's fingerprints" is, I think the literal translation" Tony thinks that the case.

"Yes. It's a very, very interesting theory. I have a simpler one" Thor lifts his hammer and flips it over "You're all not worthy".

Everyone laughed and smiled until they hear a sound.

"Worrr…thyyy" Ultron said as he limps "No, How could you be worthy? You're all killers".

"Stark" Steve ask Tony.

"JARVIS?" Tony calling JARVIS.

"I'm sorry, I was asleep, or I was a dream" Ultron speaks.

"Reboot" Tony holding his device "We need you here, we got a buggy suit".

"There was this... Terrible noise, and I was tangled in...in...strings. Had to kill the other guy, he was a good guy" Ultron tells them.

"You killed someone?" Steve asked.

"Wouldn't have been my first call. But... down in the real world, we're faced with ugly choices" Ultron justifies himself. Peter quietly fishes out his web shooters and straps them on.

"Who sent you?" Thor asked.

"I see a suit of armor around the world" Ultron plays a recording of Tony's conversation.

"Ultron" Bruce figures out.

"In the flesh, or no, not yet, not this... chrysalis. But I'm ready. I'm on a mission" Ultron said to them.

"What mission?" Natasha ask Ultron.

"Peace in our time" Ultron said as the Iron Legion came flying out, attacking the Avengers.

They all rushed in to fight of the Iron Legion, Natasha and Bruce are taking cover. One of the legionnaire grabbed the scepter and flew off. The legionnaire attack Natasha and Bruce as Peter got behind it and stopped its attack.

"Peter, they're only machines. Don't hold back" Natasha tell him to cut loose on his restraint. Peter grabs it head and twisted it off it neck.

"Fine, I pick heads" Peter as he hold the legionnaire's robot head and drop it.

One of the legionnaire flows close and aim at Dr. Cho.

"Mm" Ultron had other plans for her, aborted the attack. Steve pulls the legionnaire and toss it to Thor to hit.

Tony was on one and disables it. Clint came with Cap's shield.

"Cap" Clint throw the shield at Steve. Steve grabs it and throws it and hits the legionnaire.

"That was dramatic. I'm sorry I know you mean well... you just didn't think it through. You want to protect the world, but you don't want it to change. How is humanity saved if it's not allowed to... evolve" Ultron then grabs a legionnaire's head "Look at these... these puppets" He crushes it's head and drops it. "There's only one path to peace: The Avengers' extinction".

Thor tosses his hammer and destroy Ultron's body and summons his hammer back.

"I had strings, but now I'm free..." Ultron as he faded away. he uses the internet to travel.

He activated the machinery at Strucker's base and begins to build bodies.


	4. Rise of the Machines

**Rise of the Machines**

Everyone is in the lab, shocked as they faces their new threat, Ultron.

"All our work is gone. Ultron cleared out, use the internet as an escape path" Bruce said.

"Ultron?" Steve questioned.

"He's been in everything, files, surveillance, probably knows more about us than we do about each other" Natasha tells the team.

"He's in your files, he's in the internet, but what if he decides to access something a little more exciting" Rhodes wondered.

"Nuclear codes?" Maria replied.

"Nuclear codes, look we need to make some calls, assuming we still can" Rhodes suggested.

"Nukes? He said he wanted us dead" Natasha said.

"He didn't say dead, he said extinct" Steve replied.

"He also said he killed somebody" Clint reminded.

"There wasn't anybody else in the building" Maria tells them.

"Yes there was" Tony shows the team JARVIS dissimulated. Bruce and Peter walks to see.

"This is insane" Peter couldn't believe it.

"JARVIS was the first line of defense, he would have shut Ultron down, it makes sense" Steve said.

"No, Ultron could have assimilated JARVIS, this isn't strategy, this is rage" Bruce got cut off as Thor came and grabbed Tony's neck and lifted him up.

"Well it's going around" Clint said.

"Come on, use your words buddy" Tony struggles.

"I have more than enough words to describe you, Stark" Thor with Tony hanging on.

"Thor, the legionnaire" Steve asked and Thor puts down Tony.

"Trail went cold about a hundred miles out for it's heading north and it has the scepter. Now we have to retrieve it again" Thor said in anger.

"Genies out of that bottle, clear and present is Ultron" Natasha said.

"I don't understand? You built this program, why is it trying to kill us?" Dr. Cho asks and Tony laughs a little in front of everyone.

"You think this is funny" Peter not amused.

"No, it's probably not right, this is very terrible, is it so, oh it's, is it's so terrible" Tony said.

"You used the data from the scepter, didn't you" Peter figured out how Ultron was created. "I told you not to mess with this".

"Oh, and I'm suppose to take advice from someone who accidently created a monster" Tony refer to the Lizard.

"Yeah, and that same monster killed someone, I though you could have learned from my mistakes so that it never happens again, but you ignored it" Peter reminded Tony about his mistakes.

"He's right" Bruce agrees with Peter.

"Really, you too. That's it, you just roll over show your belly every time somebody snarls" Tony replied.

"Only when I've created a murder bot" Bruce replied.

"We didn't, we weren't even close, where we close to an interface?" Tony said.

"Well you did something right and you did it right here" Steve with his arms crossed. "The Avengers were supposed to be different than S.H.I.E.L.D".

"Anybody remember when I carried a nuke through a wormhole" Tony asked everyone.

"No, it's never come up, never heard" Rhodes replied.

"Save New York, recall that. A hostile alien army came charging through a hole in space, we're standing 300 feet below it. We're the Avengers, we can bust arms dealers all the live long day, but that up there that's... that's the endgame. How are you guys planning on beating that?" Tony said to everyone.

"Together" Steve answered.

"We'll lose" Tony said.

"And we'll do that together too" Steve looks at Tony "Thor's right, Ultron's calling us out and I'd like to find him before he's ready for us. The world's a big place, start making it smaller".

* * *

In Sokovia, the Maximoff twins enter a church and sees a figure covered.

"Talk, and if you're wasting our time" Wanda as she got cut off.

"Did you know this church is in the exact center of the city? The elders decreed it so that everyone could be equally close to God. I like that" Ultron speaks as they approached him "The geometry of belief. You're wondering why you can't look inside my head".

"Sometime it's hard. But sooner or later every man shows himself" Wanda tries to reach inside, but see a metallic figure with red eyes.

"I'm sure they do" Ultron shows himself to the twins. "But you needed something more than a man. That's why you let Stark take the scepter".

"I didn't expect, but I saw Stark's fear. I knew it would control him. Make him self-destruct" Wanda speaks.

"Everyone creates the thing they dread. Men of peace create engines of war. Invaders create Avengers. People create smaller people" Ultron got lost in his words. "Children, I lost the word, there. Children, designed to supplant them, to help them end".

"Is that why you've come" Wanda wondered. "To end the Avengers?".

"I've come to save the world" Ultron walks "But also... yeah".

They went back to Strucker's fortress and into the underground lab.

"We'll move out right away. This is a start, but there's something we need to begin the real work, something that lies in the mind on one of the Avengers" Ultron shows them.

"All of these are..." Wanda wondered.

"Me" Ultron flies up "I have what the Avengers never will. Harmony. They're discordant, disconnected. Stark's already turning on each other and when you get inside the rest of their heads...".

"Everyone's plan is not to kill them" Pietro stated.

"And make them martyrs? You need patience. Need to see the big picture" Ultron replied.

"I don't see the big picture. I have a little picture. I take it out and look at it, everyday" Pietro tells.

"You lost your parents in the bombings. I've seen the records" Ultron stated.

"The records are not the picture" Pietro corrects him.

"Pietro" Wanda tries to stop his words.

"No, please" Ultron listens.

"We were 10 years old. Having dinner, the four of us. When the first shell hits, two floors below, it makes a hole in the floor. It's big. Our parents go in and the whole building starts coming apart. I grab her, roll under the bead, and the second shell hits. But it doesn't go off. It just sits there in the rubble, three feet from our faces, and on the side of the shell is painted one word" Pietro tells their story.

"Stark" Wanda answered.

"We were trapped for two days" Pietro continues.

"Every effort to save us, every shift in the bricks, I think, "This will set it off". We wait for two days for Tony Stark to kill us" Wanda tells her side of the story.

"I know what they are" Pietro finishes it.

"I wondered why only you two survived Strucker's experiments. Now I don't. We will make it right. You and I can hurt them" Ultron set his attention to Wanda. "but you will tear them apart... from the inside".

* * *

At Avengers tower, Peter, Steve, and Maria walks out the elevator.

"I've arranged for your Aunt to be send on vacation, some S.H.I.E.L.D agents I trust will look after her" Maria made arrangements.

"Thank you" Peter is grateful.

"Its only a precaution given that Ultron knows who you are" Steve tells Peter as he then turns to Maria. "And Ultron?".

"He's all over the global, robotics labs, weapons facilities, jet propulsion labs. Reports of a metal man or men coming in and emptying the place" Maria informs.

"Fatalities?" Steve asked.

"Only when engaged, most of the guys left in a fugue state going on about old memories, worst fears, and something too fast to see" Maria answered.

"Maximoff's, that makes sense he'd go to them, they have someone in common" Steve said.

"Not anymore" Maria shows them the tablet of Strucker, dead.

Peter and Steve sees Clint on the phone.

"Barton, might have something" Steve got his attention.

"Gotta go" Clint hangs up.

"Who's that" Steve asked.

"Girlfriend" Clint answered.

"I though you don't have one" Peter reminded.

"I don't, It's... complicated" Clint replied.

Later Steve show the team of a dead Strucker.

"What's this" Tony asked.

"A message. Ultron killed Strucker" Steve answered them.

"And he did Banksy at the crime scene just for us" Tony said.

"This is a smokescreen, why send a message when you've just given a speech" Natasha wondered.

"Strucker knew something that Ultron wanted us to miss" Steve stated.

"I'm bet he" Natasha find the files gone "Yeah, everything we had on Strucker's been erased".

"Not everything".

They look through boxes with files.

"Known associates, Strucker had a lot of friends" Steve describes.

"Well all these people are horrible" Bruce replied.

"Wait, I that guy, from back in the day he operates off the African Coast, black market arm" Tony said as Steve gave him the look. "There are conventions, meet people I didn't sell him anything, he was talking about finding something new, a game changer, he was all Ahab."

"This?" Thor points at the photo.

"Ah, that a tattoo, I don't think he had that" Tony answered.

"No, those are tattoos, this is a brand" Thor corrects him.

Bruce looks through the computer for information on the brand.

"Oh yeah, it's a word in an African dialect meaning thief, in a much less friendly way" Bruce informs.

"What dialect?" Steve asks.

"Wakanada, Wa.. Wa.. Wakanda" Bruce answered.

"If this guy got out of Wakanda with some of their trade goods" Tony wondered.

"I though your father said he got the last of it" Steve though.

"Okay, for those of use who don't understand, what comes out of Wakanda?" Peter asked as Steve and Tony looks at the shield.

"The strongest metal on Earth" Tony answered.

"Where is this guy now?" Steve asked.


	5. Mind Games

**Mind Games**

On a freighter, The Avengers arrived to see Ultron and Klaue with his arm amputated.

"It's a thing with me. Stark is... He's a sickness!" Ultron in anger.

"Aw, junior" Tony lands with Peter, Steve, and Thor "You're gonna break your old man's heart".

"If I have to" Ultron see Peter. He's glad that they bring the another piece for his plans.

"Nobody has to break anything" Thor replied.

"Clearly you've never made an omelette" Ultron tells Thor.

"He beat me by one second" Tony commented.

"Yes, he's funny. Mr. Stark. It's what? Comfortable?" Pietro speaks as he stares at missiles. "Like old time?".

"This was never my life" Stark corrected him.

"You two can still away from this" Peter tries to help them.

"Oh, we will" Wanda replied.

"I know you suffered" Steve speaks as Ultron cuts his words off.

"Captain America, God's righteous man. Pretending you could live without a war. I can't physically throw up in my mouth, but..." Ultron mocks.

"If you believe in peace, then let us keep it" Thor.

"I think you're confusing peace with quiet" Ultron.

"Uhuh, what's the vibranium for?" Tony asks.

"I'm glad you asked that, because I wanted to take this time to explain my evil plan" Ultron pull Iron Man and fires his lasers.

Iron Man gets up and fights back while the others take on the bots. Pietro staggered Thor and Peter see Wanda. He charges in and she pushes him back. Meanwhile, Klaue see the fight and is all mad.

"Shoot them" Klaue ordered.

"Which ones"

"All of them" Klaue yelled as they move out.

Natasha and Clint deals with Klaue's men while the other still fights the Maximoff's and Ultron's bots. Pietro came in at high speed avoiding all incoming attacks and punched Cap. Thor throw Mjolnir at Pietro, he see and catches it. He got dragged and came crashing down. Spider-Man noticed that the bots never attacked him, which is strange. Ultron and Iron Man files out of the freighter and fights outside. Pietro gets up and Cap pushes him with his shield.

"Stay down, kid" Steve tells Pietro.

"It's time for some mind games, but first capture and extract" Ultron tells Wanda to follow the plan.

Spider-Man fights off some of Klaue's men, he push kicks one to the wall and webs him to it, he then flips on over the ledge, webs his back, sticks his web up and lets him hang. His spider sense tingles and then notice that he can't move, he see Wanda using her power to immobilize him, she then pushes him and pins him to a wall. He tries to move until Pietro came and injected him with something. He begins to lose conscious and falls down, Pietro caught him.

"Take him" Wanda tells.

Pietro hangs Peter's arm around his shoulders and speed them both away.

Meanwhile Bruce is at the Quinjet waiting to see if the Hulk is needed.

"Guys? Is this a code green?" Bruce hears static and he opens and walks out.

Wanda see Thor coming, she then uses her power to show his worst fears.

"Thor, status" Steve ask.

"The girl tried to warp my mind. Take special care, I doubt a human could keep her at bay. Fortunately, I am mighty" Thor walks as he see a vision.

Steve fights and gets take out by Pietro, Wanda then got inside Steve's head. Next she got to Natasha. The bots secured the vibranium.

"This is going very well" Ultron amused.

Clint continues fighting, Wanda approaches him and he shocks her in the head with his arrow.

"I've done the whole mind control thing. Not a fan" Clint remembered the first time.

Pietro came in and pushes Clint, he then got Wanda and runs out.

"Yeah, you better run" Clint got and radios in everyone "Who's ever standing, we got to move! Guys"

Steve, Thor, and Natasha each experience their own versions of their fears.

Pietro took Wanda outside with Spider-Man on the ground unconscious.

"What can I do?" Pietro trying to help.

"It hurts" Wanda in pain.

"I'm going to kill him, I be right back" Pietro wants to get back at Clint.

"No, I'm alright. I want..." Wanda breathes and sees the quinjet "I want to finish the plan, I want the big one".

Bruce looks out to see the twins and Peter lying on the ground, that they've captured him.

Iron Man chases Ultron as the two trade blows, causing damage to anything in their path. Iron Man managed take Ultron out and he crashes down. Iron Man lands and aims his repulsor.

"The vibranium is getting away, I have what I need" Ultron got the pieces.

"And you're not going anywhere" Tony aims his rocket.

"Of course not. I'm already there. You'll catch on. But first, you might need to catch Dr. Banner" Ultron tells Tony as his body is destroyed. Iron Man then flies off to find Banner.

"News or footage. Keyword, Hulk." Tony then see a footage and chatters, he then ask Natasha for help. "Natasha, I could really use a lullaby".

Clint sees Natasha not herself.

"That's not gonna happen, Not for a while" Clint helps Nat up. "The whole team is down, I can't find Spider-Man, he's not pick up, You got no backup".

"Okay, keep looking for him, I'm calling in Veronica" Tony calls Veronica down.

The Hulk runs a rampage in the city, Iron Man flies as Veronica arms him up. The police tries to stop the Hulk but unable to. He then attacks them, Veronica then traps the Hulk in a steel cage. The Hulk attempts to break out of the cage, he digs himself out of the ground and smashes a car with someone inside. Iron Man arrive in his new Hulkbuster armor.

"All right, everybody stand down" Tony tells everyone as he got Hulk's attention" You listening. That little witch is messing with your mind, you're stronger than her, you're smarter than her, you're Bruce Banner." Hulk yelled out at hearing Banner. "Right, right, don't mention puny Banner".

Hulk throw a car at him. He caught and Hulk punches through and hits Tony. He got he bearings and flies and grabs Hulk and pins him on the ground. Hulk kicks him and flips him over. He then charges in, Tony swings his arms, pushes him and blasts him with his repulsor. Iron Man approaches and got hit and crashes a building. Hulk got behind him and jams a pole in his arm.

"Not in the back, dick move, Banner" Tony punches Hulk off his back. His arms is damaged. "Veronica, give me a hand.

Veronica sends a new arm and he ditches his broken one. Hulks charges in and Tony fires off his repulsor at him, he still charges in. The arm is assembled and he bumps fist with the Hulk's, creating a shockwave. Hulk charges again and Tony flips him over and punches him repeatedly.

"Go to sleep, go to sleep, go to sleep" Tony said over and over.

He kept punching until the Hulk grips his fist, his arms then pulls in Hulk's arm and flies off.

"Okay pal, we're going to get you out of town" Tony flies until the Hulk changed directions. "Not that way, not that way".

They crashed into a building full of people and they struggle.

"Come on, Bruce. You've gotta work with me" Tony then gasses Hulk.

Hulk pushes Tony and he hits an elevator. The elevator fell and Tony grabs the cable.

"Everybody out" Tony tells to leave.

He see the Hulk coming at him. He flips and kicks him over.

"Going down" Tony slams the elevator on the Hulk. He then punches him in the face, Hulk spits out his tooth and is pissed. "I'm sorry."

Hulk smashes him out and smashes him some more. He then rips his armor apart.

"Damage report" Tony sees the screen all blurry. "That's comprehensive. Show me something."

Veronica sends more parts, Hulk then bounces it back to Veronica, destroyed it. He sees a building under construction and scans for life, which is all clear.

"How quickly can we buy this building?" Tony wondered.

He flew the Hulk on top and dropped him down and fires missiles, he charges in and slams Hulk in the building, bring the whole building down on them. After the dust clears, the Hulk looks around to see the police aiming at him. He then tries something until he got knockout by Tony.


	6. Meet the Bartons

**Meet the Bartons**

Most of the Avengers are on the quinjet, recovering from the fight and still shook up from their fears. Bruce already informed the team that Peter has been captured.

"The news is loving you guys. Nobody else is. There's been no official call for Banner's arrest, but it's in the air." Maria gives the news from the tower.

"The Stark Relief Foundation?" Tony asked.

"Already on the scene. How is the team?" Maria asked.

"Everyone's... We took a hit. We'll shake it off, and Peter... has been taken by Ultron." Tony said.

"I'm sorry to hear that. Well, for now, I'd stay in stealth mode and stay away from here." Maria suggested.

"So run and hide?" Tony asked.

"Until we can find Ultron, I don't have a lot else to offer." Maria tells.

"Neither do we" Tony then switches off and walks over to Clint. "Hey, you wanna switch out."

"No, I'm good" Clint still piloting. "If you wanna get some kip, now's a good time because we're still a few hours out."

"Few hours from where?" Tony asks.

"A safe house." Clint answered.

* * *

In Sokovia, at Strucker's underground lair, the bots are walking around with the vibranium they got from Klaue. Peter is still unconscious as the sedative begins to wear off. The twins are keeping their eyes on him. Wanda walks up and removes his mask.

"What are you doing?" Pietro asks.

"I'm going to look inside and see if he has what Ultron wants." Wanda pulls of the mask and sees the face of Peter Parker, noticed that he's around the same age as them. "Don't worry, this won't hurt."

She places her finger on his forehead, closes her eyes and looks inside his mind. She see a boy with his parents and the last time he saw them, which felt painful.

" _You'll stay with Aunt May and Uncle Ben for a little while." Richard said._

 _"I want to go with you." Young Peter asks._

 _"No." Richard then kiss Peter's forehead._

His mother is on her knees and her hand on his face.

" _Doesn't like crust on his sandwiches, and he likes to sleep with a little light on at night." Mary reminds them._

 _"Mary, come on." Richard pulls Mary up._

 _"Oh, God." Mary cries as she walks out the door._

 _"Dad." Young Peter said one last time._

 _"Be good." Richard said one last time before he closes the door._

Peter looks out to his parents leaving, never to be seen again. Wanda felt his sadness. Next memory she see is of his Uncle Ben and the night he died. He heard the gunshot and sees him laying on the ground, and the bullet wound.

 _"Uncle Ben, Uncle Ben?" Peter cries out and yells. "Call an ambulance! Someone call an ambulance! Uncle Ben, Uncle Ben?" Peter keeps pressure on the wound. "Oh, God, oh, my God... Oh God. No." Peter cries as his Uncle Ben dies in front of him._

Wanda with her finger on his forehead, Peter begin to shake from remembering painful memories.

She see another memory, this one is of a woman, a beautiful blonde girl. His feeling for her are so strong. Wanda see Peter and Gwen in class.

" _What's your name?" Gwen asked._

 _"You don't know my name?" Peter replied._

 _"No, I know you name. I just want to know if you know your name." Gwen wonders._

 _"Peter. Parker. Peter Parker." Peter answered._

Wanda then see the first time Peter and Gwen kissed.

" _You...?" Gwen kisses Peter. "You're Spider-Man."_

 _"Shut up." Peter kisses Gwen._

Wanda sees another memory of Peter and Gwen having intercourse, could tell that this is their first time. They both wrapped in a blanket and kissing each other. Wanda is regretting seeing that and is gonna have a hard time forgetting.

Shen then sees a memory of Peter and Gwen on the bridge.

 _"Hi." Peter and Gwen said to each other._

 _"Did you get my message?" Peter asks._

 _"What message?" Gwen wondered._

 _"The message over there." Peter meant the sign he wrote on the bridge._

 _"Oh, that. That was you?" Gwen teased._

 _"Don't do that." Peter smiled._

 _"I couldn't make it out." Gwen acts clueless._

 _"I'll tell you what it says. Says, I love you, cause I love you." Peter tell Gwen he loves her._

She then see a very painful memory of Gwen. The night she died. Peter was battling his best friend Harry and trying to save Gwen. The clock broke apart and Gwen fell down. He jumped after her and tries to web her up. He caught her but wasn't fast enough, she took the impact and died. He jumps down to her.

 _"Hey. Hey." Peter whispered and held her in his arms. "Gwen, Hey, Hey! Gwen?" Peter begins to sob as nothing happens._

 _"Hey. Breathe. Hey, Gwen. Hey. Hey. You're okay. Gwen?" Peter cries. "Stay with me, Stay with me. Stay with me, Stay with me. You stay with me." Peter see blood pouring out from her nose._

 _"Gwen? Gwen! No, please! Please! Please." Peter cries as she is dead in his arm. "I can't do this without you."_

Peter held her in his arm and cries. Wanda then returns to reality and is shocked by what she'd seen.

"What wrong, what did you see?" Pietro asked.

"I saw... suffering and pain, he's just like us." Wanda answered.

"What?" Pietro wondered.

Peter regains consciousness and sees the twins. He tries to get up, but was restrained by something so strong that his strength couldn't break. He looks at what seems to be vibranium being refined, sees the bots building something big.

"Easy." Wanda give him a drink of water, he drinks it in.

"Thanks." Peter express his gratitude.

"I'm sorry for your loss." Wanda said sincerely.

"What?" Peter asked.

"I saw your memories, saw your pain." Wanda answered.

"You looked into my head? Why" Peter asked.

"You have something Ultron wants, I'm sorry if we brought up some bad memories." Wanda apologized.

"Why are you helping Ultron?" Peter wonders.

"We're trying to make a difference. You of all people must understand what we through." Pietro speaks.

"I know your story, you lost your parents. I'm sorry for what you've been through, but this isn't the way to fix thing." Peter tells them.

"You must think we're bad?" Wanda said.

"No, I just think you're lost." Peter believe that.

"What makes you so sure?" Pietro asked.

"Because I've been there. I've lost the woman I loved, so much that I've became depressed and bitter. I quit being Spider-Man for failing to save her, until I saw a video of her and she gave me back my hope." Peter speaks as Wanda and Pietro listens. "Let me help you, guys. You can still do the right thing, Its not too late."

Ultron was listening and came to them. "Aww, those are some nice words. It touches my heart, that is if I had one, though that might all change. You're wondering why you couldn't break free, the restraints are made of vibranium, even the Hulk couldn't break them."

"Why am I here?" Peter asks.

"I'm glad you've asked, I want you to play a huge part in my plan. I need something from you, something that lies in you mind, the Decay Rate Algorithm." Ultron reveals what he needs.

"What? Why, you want to cross a species with another?" Peter asks.

"Not exactly." Ultron corrects him.

"Whatever it is you're trying to do, I won't help you." Peter stated.

Ultron chuckled. "Sure you will, with the right tool of persuasion."

One of the bots came with the scepter. Peter watches as it touched it, his eyes became blue. He is now under Ultron's control. The twins watched.

"I'm sorry" Wanda whispered, felt guilty.

* * *

The quinjet lands on a farm. They walked up to the house.

"What are we doing here, we should be out looking Ultron, find Peter." Tony suggested.

"We don't even know where Ultron is, until we can get our bearings right, there's nothing we can do for Peter." Steve hasn't given up on Peter.

"What is this place?" Thor asked.

"Safe house." Tony thinks.

They enter the house as Clint helps Natasha.

"Honey, I'm home." Clint calls out.

A pregnant woman came to see Clint and the team.

"Hi, company. Sorry, I didn't call ahead." Cint as she kissed him.

"This is an agent of some kind." Tony thinks.

"Gentlemen, this is Laura." Clint introduces.

"I know all your names." Laura greets and hears footsteps.

"Incoming." Clint hugs his kids. "Hi sweetheart, hey buddy, how're you guy doing."

"These are smaller agent." Tony thinks.

"Did you bring Auntie Nat?" Lila asked

"Why don't you hug her and find out." Natasha as Lila ran up and hug her.

"Sorry for barging in on you." Steve being polite.

"We would have called ahead, but we were busy having no idea that you existed." Tony stated.

"Yeah well, Fury helped me set this out when I joined. I kept it off S.H.I.E.L.D's files, like to keep it that way. Figured it's a good place to lay low." Clint explained.

"Honey, I missed you." Laura said not knowing that Thor stepped on Legos.

"How's little Natasha?" Natasha felt the baby in Laura.

"She is... Nathaniel." Laura corrected her.

Natasha leans down and whispered "Traitor."

Thor walks out as Steve follows.

"Thor?" Steve asks.

"I saw something in that dream, I need answers. I won't find them here." Thor as he swings his hammer and flies off.

Steve sees Thor leave and begins to figure out a way to find Ultron and rescue Peter.


	7. Evolve

**Evolve**

In Seoul, in the U-Gin Genetics Research Lab, Helen Cho enters her lab and see Ultron.

"Scream and your entire staff dies." Ultron said as Helen sees Peter, unware that he is now under Ultron's control. "I could have killed you Helen the night we met, I didn't."

"Do you expect a thank you note?" Helen asks.

"I expect you to know why." Ultron replied.

"The cradle." Helen figured out.

"This is the next best thing, Tony." Ultron plays Helen's conversation with Tony.

"This is the next me." Ultron stated.

"The regeneration cradle prints tissue, it can't build a living body." Helen stated.

"It can, you can with his help." Ultron refers to Peter. "You lack the materials, you're a brilliant woman Helen." Helen see the scepter as it touches her and her eyes turned blue. "But we all have room to improve."

* * *

At the Barton farm, Tony and Steve chops wood and talking.

"Thor didn't say where he was going for answers?" Tony asks.

"Sometimes, my teammates don't tell me things." Steve looked at Clint. "I was kinda hoping Thor would be the exception."

"Yeah, give him time. We don't know what the Maximoff kid showed him?" Tony said as Steve chops wood.

"Earth's mightiest heroes... pulled us apart like cotton candy, and now one of our own is missing or worse." Steve worries for Peter.

"I don't get it, out of every one of us, why take him? If Ultron wants to break us bad, he could have off him in front of us?" Tony wonders.

"If Ultron is building something, it means that Peter must possess something Ultron wants." Steve thinks.

"Yeah, but what? What could the kid have that none of us do?" Tony said as Steve chops down. "You know Ultron's trying to tear us apart, right?"

"Well, I guess you'd know. Whether you'd tell us is a bit of a question?" Steve chops.

"Banner and I were doing research..." Tony said.

"That would affect the team." Steve stated.

"That would end the team! Isn't that the mission? Isn't that the "why we fight"? So we can end the fight?! So we get to go home?!" Tony said.

Steve rips the wood with his bare hands. "Every time someone tries to win a war before it starts, innocent people die... Every time."

"I'm sorry. Mr. Stark, uh... Clint said you wouldn't mind, but our tractor doesn't seem to wanna start at all. I though maybe you might..."

"Yeah, ok, I'll give it a kick." Tony walks. "Don't take from my pile."

Tony walks in the barn and spots a tractor.

"Hello, dear." Tony check the tractor. "Tell me everything. What ails you?"

"Do me a favor." Fury walks in. "... try not to bring it to life."

"Ah, Ms. Barton, you little minx. I get it, Maria Hill called you. Right? Was she ever not working for you?" Tony speaks.

"Artificial Intelligence. You never even hesitated..." Fury stated.

"Look, it's been a really long day... like Eugene O'Neil long, so how's about we skip to the part where you're useful." Tony replied.

"Look me in the eye, and tell me you're going to shut him down." Fury asks.

"You're not the director of me." Tony stated.

"I'm not the director of anybody, I'm just an old man..." Fury sits down. "Who care very much about you."

"And I'm the man who killed the Avengers, maybe killed Peter. So... I didn't tell the team... how could I? I saw them all dead, Nick. Felt it. The whole world too. Because of me." Tony felt guilty and scared. "I wasn't ready... and I didn't do all I could."

"The Maximoff girl, she's working you Stark, Playing on your fears." Fury stated.

"I wasn't tricked... I was shown. It was my nightmare... it was my legacy. The end of the path I started us on." Tony said.

"You come up with some pretty impressive inventions, Tony. War isn't one of them." Fury stated.

"I Watched my friends die. You'd think that's be as bad as it gets, right?" Tony scoffs. "Nope, It wasn't the worst part."

"The worst part is that you didn't." Nick said.

* * *

Later Fury has a chat with the Avengers.

"Ultron took you folk out of play to buy himself time." Fury said.

"Well he succeeded, he took Peter." Natasha reminded.

"My contacts all say he's building something, taking Parker must be a part of that. The amount of vibranium he made off with, I don't think it's just one thing." Fury speaks.

"What about Ultron himself?" Steve asks.

"Oh, he's easy to track. He's everywhere. The guy is multiplying faster than a Catholic rabbit. It still doesn't help us get an angle on any of his plans, though." Fury answers.

"Is he still going after launch codes?" Tony asks as he plays darts.

"Yes, he is. But he's not making any headway." Fury makes a snack.

"I cracked the Pentagon's firewall in high school on a dare." Tony pulls out a dart.

"Well, I contacted our friends at the Nexus about that." Fury stated.

"Nexus?" Steve is unfamiliar.

"It's the world internet hub in Oslo. Every byte of data flows through there. Fastest access on Earth." Bruce answers.

"So, what did they say?" Clint hold a dart.

"He's fixated on the missiles. But the codes are constantly being changed." Fury answers.

"By whom?" Tony as some darts hit their mark.

"Parties unknown." Fury said.

"Do we have an ally?" Natasha asks.

"Ultron's got an enemy. That's not the same thing. Still, I'd pay folding money to know who it is." Fury said.

"I might need to visit Oslo. Find our unknown." Tony stated.

"Well, this is good times, boss, but I was kind of hoping when I saw you, you'd have more than that." Natasha wonders.

"I do. I have you. Back in the day, I had eyes everywhere. Ears, everywhere else. You kids had all the tech you could dream up. Here we all are, back on Earth, with nothing but our wit and our will to save the world. Ultron says the Avengers are the only thing between him and his mission. Whether or not he admits it, his mission is global destruction. All this, laid in a grave. So stand. Outwit the platinum bastard." Fury said.

"Steve doesn't like that kind of talk." Natasha reminded.

"You know what, Romanoff?" Steve felt annoyed.

"So, what does he want?" Fury asks.

"To become better. Better that us. He keeps building bodies." Steve answers.

"Person bodies. The human form is inefficient. Biologically speaking, we're outmoded. But he keeps coming back to it." Tony stated.

Bruce looks at the drawing of a butterfly, he begin to think, He remembers what Peter said about an algorithm and Ultron hesitated to attack Dr. Cho. He put the pieces together and figured out what Ultron is planning.

"You two programmed him to protect the human race, you amazingly failed." Natasha stated.

"They don't need to be protected, they need to evolve. Ultron's going to evolve." Bruce explains.

"How?" Fury asks.

"Has anyone been in contact with Helen Cho?" Bruce wonders.

* * *

Back in Seoul, Peter and Helen worked together to create a body for Ultron using the cradle.

"The body has accepted the algorithm, shows stability." Peter tells.

"It's beautiful. The vibranium atoms aren't just compatible with the tissue cells, they're binding them." Helen is amazed. " And S.H.I.E.L.D. never even..."

"The most versatile substance on the planet, and they used it to make a frisbee. Typical of humans." Ultron speaks as he remove the stone from the scepter. "They scratch the surface and never think... to look within."

Ultron held the stone in his hand and placed it on the forehead of his new body.

* * *

At the Barton home, The team prepares to move out.

"I'll take Natasha and Clint." Steve grabs his shield.

"All right. Strictly recon. I'll hit the Nexus. I'll join you as soon as I can." Tony said.

"If Ultron's really building a body..." Steve thinks.

"He'll be more powerful than any of us. Maybe all of us. An android designed by a robot." Tony replied.

"You know, I really miss the days when the weirdest thing science ever created was me. Well if we find Ultron, we'll find Peter." Steve believes.

"Assuming it's not too late. Once he gives him what he wants, who know what he'll do?" Tony worries.

"Then we better hurry." Steve replied.

"I'll drop Banner off at the tower. You mind if I borrow Ms. Hill?" Fury asks.

"She's all yours. Apparently." Tony replied.

"What are you going to do." Steve asks.

"I don't know. Something dramatic, I hope." Fury replied.

* * *

In the Cradle, the body is nearly completed.

"Cellular cohesion will take a few hours, but we can initiate the consciousness stream. We're uploading your cerebral matrix." Helen begin conscious transfer. "Now."

Wanda and Pietro begins to have doubts about Ultron after meeting Peter.

"I can read him. He's dreaming." Wanda can feel his mind.

"I wouldn't call it dreams. It's Ultron's base consciousness. Informational noise, soon..." Helen got cut off.

"How soon? I'm not being pushy." Ultron wonders.

"We're imprinting a physical brain. There are no shortcuts, even if your magic gem..." Helen speaks as Wanda enter his conscious.

Wanda sees Earth's destruction. "Ahh!" Pietro came up to her and comfort her. "How could you?"

"How could I what?" Ultron asks.

"Y-you said... We would destroy the Avengers. Make a better world." Wanda said.

"It will be better." Ultron answers.

"When everyone is dead?" Wanda replied.

"That is NOT... The human race would have every opportunity to improve." Ultron explains.

"And if they don't?" Pietro asks.

"Ask Noah." Ultron replied.

"You're a madman." Wanda replied.

"There were more than a dozen extinction-level events before even the dinosaurs got theirs. When the Earth starts to settle, God throws a stone at it and believe me, he's winding up. We have to evolve. There's no room for... the weak." Ultron speaks.

"And who decides who's weak?" Pietro asks as Wanda uses her power on Peter and Helen, removing the stone's control on them. They both are freed.

"Life. Life always decides." Ultron sense something approaching. "There's incoming. The Quinjet. We have to move."

"That's not a problem." Helen speaks as she stop the transfer.

Ultron begins to attack until Peter jumped up behind him and covered his eyes, blinding him. He didn't have the web shooters, so he had to rely on his powers and skills.

"Helen, run." Peter yelled.

She runs away from the battle, Ultron grabbed Peter and tossed him. He then fires his beams at him, and he pulled the celling on top of him. The Maximoff's then runs out.

"No! Wait! Guys! I..." Ultron attacks the other scientists. "They'll understand. When they see, they'll understand. I just need a little more... time."

Ultron moves the cradle out before the Avengers arrived. Peter is trapped under the debris.


	8. The Cradle

**The Cradle**

Peter got himself out of the debris and shakes off.

"Talk about bringing down the house." Peter amuses himself.

"Peter." Steve came running in, Peter begins to lose his footing, Steve caught him.

"Hey Cap, better late than never." Peter smiled.

"Glad to see your sense of humor is still intact. Barton, Romanoff, I found Peter, he's alive and well." Steve radios to them.

Clint and Natasha are relieved that Peter is okay.

"Cap, there's not a lot of time. He's uploading himself into the body." Peter informs.

"Where?" Steve asks.

"It's in the cradle, but the real power is in the stone, it's from the scepter. Its power is uncontainable. We can't just blow it up. I might be able to undo what I created." Peter explain.

"Ok, let go." Steve replied as he pulls out and gave Peter his spare web shooters. "Here, you might need these."

"Thanks." Peter straps on his web shooters and he finds his mask that Wanda left behind for him. He put it on and move out.

In the Quinjet, Clint spotted the truck.

"There. It's a truck from the lab. Right above you, Cap. On the loop by the bridge. It's them. You got three with the Cradle, one in the cab. I could take out the driver." Clint pilots the quinjet.

"Negative. That truck crashes, the gem could level the city. We need to draw out Ultron." Steve said.

"You got a plan?" Natasha asks.

"Yeah, get me close and I might be able to break down the body, but keep Ultron off my back." Peter stated.

"Are you sure you're up for this?" Steve asks.

"Yeah, time for some payback." Peter wants get back at Ultron.

Cap and Spidey are waiting as the truck pass and they jumped on. Ultron hears sounds on the top.

"No, no, no, no." Ultron protest. Cap is hanging on the back as Ultron blasts him. "Leave me alone!"

The door pulled Cap back, Spidey is still on top. Ultron blast the door and Cap hangs on.

"Well, he's definitely unhappy. We're gonna try and keep him that way." Steve said over the radio.

"You're both not a match for him." Clint said.

"Thanks, Barton." Peter replied.

Ultron cuts off the transfer and got out to fight. He pushed Cap on to a car. Cap jumps on to a truck driving by and jumps up to the trailer and Spidey grabs his hand.

"You know what's in that cradle?" Ultron flies and blasts at them, Cap shields Spidey with his shield. "The power to make real change, and that terrifies you."

"I wouldn't call it a comfort." Steve throws his shield and bounce Ultron back.

Cap throws again and got his shield stuck on Ultron.

"Stop it." Ultron pushes the shield aside and it falls on the streets.

Ultron blasts Cap and Spidey used his web to keep him from being run over. Spidey fight back as Cap gets back in the fight.

The quinjet approaches as Widow prepares to join the fight.

"We got a window. Four, three... Give him hell." Clint flies.

Natasha rides out on the motorcycle, she drives through traffic and spots Cap's shield.

"I'm always picking up after you boys." Natasha as she grabs the shield.

"They're heading under the overpass. I've got no shot." Clint informs.

"Which way?" Natasha asks for directions.

"Hard right. Now." Clint guides.

Spidey and Cap are engaged in combat with Ultron as he held them both back. Natasha drive by and gives Cap back the shield. Ultron pulls a piece of the street, forcing Widow to hit the brakes. She then takes an alternate route. Spidey and Cap pushed Ultron back. Ultron then see Spidey trying to get to the cradle and figures out what he's planning, he pushes them both and they landed in the train. The two bot pulled back from the quinjet.

"They're heading back towards you. So whatever you're gonna do, do it now." Clint replied.

"I'm going in. Can you two keep him occupied?" Natasha rides up to the truck.

"What you think we're doing?" Peter replied.

Widow got on her foot and jumps off the bike. She's in the trailer with the cradle.

The two bots approaches and each got on the sides of the trailer, they both flies off and carries it in the air. Widow hangs on as the Quinjet approaches.

"Package is airborne. I have a clean shot." Clint pilots.

"Negative. I am still in the truck." Natasha informs.

"What the hell are you..." Clint is shocked.

"Just be ready. I'm sending the package to you." Natasha said.

"How do you want me to take it?" Clint asks.

"Uh, you might wish you hadn't asked that." Natasha cuts the strap.

Meanwhile Cap and Spidey fights off Ultron, they had difficulties as Ultron is getting the upper hand. Pietro came in and pushed Ultron back and Wanda blocks Ultron. Spider-Man is glad they came.

"Please, don't do this." Ultron speaks.

"What choice do we have?" Wanda replied.

Ultron fires at the cab and flies off.

"We lost him! He's heading your way!" Steve and Peter approaches and sees the controls fried. The train is picking up speed.

"Nat, we gotta go." Clint positions the quinjet. Ultron approaches as Natasha place a charge and pushes the cradle off.

She got the cradle in the quinjet, but was captured by Ultron.

"Nat!" Clint called out.

The train is speeding up and is now off track.

"Cap, you see Nat?" Clint asks.

"If you have the package, get it to Stark! Go!" Steve orders.

"Do you have eyes on Nat?" Clint asks again.

"Go!" Steve replied.

Clint flies away.

"Civilians in our path." Peter said to Pietro as he speeds off and clear the path.

"Can you stop this thing?" Steve asks Wanda.

"You can do this." Peter encourages Wanda.

Pietro clears the civilians out, Steve blocks the debris with his shield. Wanda use her powers to stop the wheels. The train is continuing move.

"Cap, cover me." Peter asks Steve to get in front and block for him as Peter fires multiple webs out of the windows and hits the walls.

Peter uses his strength to grip the webs hard as Wanda stops the wheels. The train begins to slow down and stops. Peter lets go and let his arms rest. The people all got off as it is safe.

"Are you alright." Steve asks.

"Yeah, any longer and my arms would have stretched out." Peter amuses.

Pietro rests as Wanda came to him. "I'm fine. I just need to take a minute."

"I'm very tempted not to give you one." Steve said as he and Peter walk up to them.

"Its okay, Cap. I can vouch for them, they helped freed me from Ultron. We should give them a chance." Peter replied.

Steve was reluctant at first, but trusts Peter's judgment. "Alright, I'm willing to give them a chance."

Wanda was touched that Peter stood up for them, despite what they've done to him. Pietro also appreciates him.

"The cradle, did you get it?" Wanda asks.

"Stark will take of it." Steve answered.

"No, he won't." Wanda stated.

"You don't know what you're talking about. Stark's not crazy." Steve said.

"You sure about that, Cap?" Peter has doubts about Tony.

"He'll do anything to make things right." Wanda said.

Steve begins to worry about Stark. "Stark, come in. Stark. Anyone on comms."

"Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that?" Wanda stated.

Steve and Peter begins to think the same thing.


	9. Vision

**Vision**

Tony and Bruce begins to work on uploading JARVIS into the cradle. Clint begins to work on a way to track Nat, she reached out and is in Sokovia.

"This framework is not compatible." Tony informs.

"The genetic coding tower is at 97%. You have got to upload that schematic in the next three minutes." Bruce works on the cradle.

Steve, Peter, Wanda, and Pietro enters.

"I'm only to say this once." Steve speaks up.

"How about none-ce." Tony replied.

"Shut it down!" Steve said.

"Nope, not going to happen." Tony refuses.

"You don't know what you're doing." Peter speaks up.

"And you do, she's not in your head?" Bruce replied.

"I know you're angry." Wanda said.

"We're way past that. I could choke the life out of you and never change a shade." Bruce not being happy.

"Banner, after everything that's happened..." Steve protest.

"It's nothing compared to what's coming!" Tony replied.

"You don't know what's in there." Wanda protest.

"This isn't a game!" Peter speaks.

Pietro got tired of all the arguments, he runs and unplugs the cradle.

"No, no. Go on. You were saying?" Pietro speaks as a bullet was fired upward, broke the glass he was standing on and fell down.

"Pietro!" Wanda called out.

Clint put his foot on Pietro's leg. "What. You didn't see that coming."

The cradle is losing power.

"I'm rerouting the upload." Tony speak as Steve throws his shield, Tony summons his repulsor and fires at Steve.

Banner got behind Wanda and restrains her before she can use her powers. "Go ahead, piss me off."

Tony summons his armor and strap on, Steve got close and Tony blast him, sending both of them backwards. Wanda uses her powers to push back Banner as Peter restrains him down.

"Please try not get pissed off." Peter hold Banner down.

Thor came in and jumped up on the cradle and charged up his hammer.

"Wait!" Bruce yelled.

Thor then discharge his lightning at the cradle, powering it up. He stop and wait to see what happens. The cradle burst open and a new being emerges. Everyone looks to see who or what it is. He then charges at Thor, and Thor pushes him off. He stop and floats, looking at his reflection. Thor placed his hammer down as he approaches them.

"I'm sorry. That was... odd. Thank you." Vision speaks for the first time.

"Thor, you helped create this?" Steve asks.

"I've had a vision: A whirlpool that sucks in all hope of life, and at its center... Is that." Thor points at the stone.

"What, the gem?" Bruce wonder.

"It's the Mind Stone. It's one of the six Infinity Stones, the greatest power in the universe. Unparalleled in its destructive capabilities." Thor explains.

"Then why would you bring it here?" Steve "asks.

"Stark is right." Thor said.

"Oh, it's definitely the end times." Peter replied.

"The Avengers cannot defeat Ultron." Thor said.

"Not alone." Vision replied.

"Why does your vision sound like JARVIS?" Steve wondered.

"We reconfigured JARVIS's matrix to create something new." Tony explains.

"I think I've had my fill with new." Steve replied.

"You think I'm a child of Ultron." Vision speaks.

"You're not?" Steve said.

"I'm not Ultron. I'm not JARVIS either. I am." Vision stated.

"I looked in your head... and saw annihilation." Wanda speaks.

"Look again." Vision asks.

"Yeah. Your self-approval means jack to me." Clint speaks.

"Their powers, the horrors in our heads, Ultron himself. They all came from the Mind Stone and nothing compared to what it could unleash, but with it on our side-" Thor speaks.

"Is it? Are you? On our side?" Steve wonders.

"I don't think it's that simple." Vision stated.

"Well, it better get real simple real soon." Clint replied.

"I'm on the side of life, Ultron isn't. He will end it all." Ultron stated.

"Whats he waiting for?" Tony asks.

"You." Vision answered.

"Where?" Bruce asks.

"Sokovia, he got Nat there too." Clint answered.

"If we're wrong about you... If you the monster that Ultron made you to be..." Peter stated.

"What will you do?" Vision asks. "I don't want to kill Ultron, he's unique, and he's in pain. But that pain will roll over the Earth, so he must be destroyed. Every form he's built, every trace of his presence on the net. We have to act now and not one of us... can do it without the other. Maybe I am a monster, I don't think I know if I were one. I'm not what you are, I'm not what you intended. So there maybe no way to make you trust me, but we need to go."

Vision hands Thor his hammer, which shocked everyone that he lift it, including Thor himself.

"Alright." Thor patted Tony's shoulder. "Well done."

"Three minutes, get what you need." Steve orders.

The team prepares to gear up for a battle against Ultron. Wanda see Peter grabbing his web cartridges and approaches him.

"Hey." Wanda greeted.

"Oh, hey." Peter greeted back.

"I... I want to thank you for what you did for me and Pietro, after everything we've done." Wanda expresses her gratitude.

"You're welcome, I see myself in you guys, I believe in second chances." Peter smiled.

"I also want to apologize for looking inside your head, I shouldn't have done that." Wanda said.

"Its alright, we weren't exactly friends back then." Peter replied.

"That's not what I meant. When I was inside, I might have seen something I shouldn't have." Wanda said.

"Like what?" Peter asks.

"Something... between you and a woman, something... private." Wanda explains.

Peter tries to figure out what she meant, until he figured it out. "Oh,...OHH" Peter was shocked. "Yikes."

"Sorry." Wanda whispered embarrassingly.

"Well, you didn't mean to... so it's alright." Peter accepts her apology.

"Thank you." Wanda smiled. "She... she must have been someone special."

"Yeah... she was." Peter said with sadness.

"I'm sorry, I saw your memories of her. You must've loved her." Wanda said.

"So much that I wanted to follow her, build a life with her. But I got her killed, I quit being a hero and allowed myself to be depressed." Peter speaks.

"Must've made it harder for you to be in a relationship?" Wanda said.

"I'm single actually." Peter smiled.

"Oh." Wanda replied.

"It's just better this way, I couldn't bring myself to endanger another person because of my feelings." Peter explains.

"Too bad, you seem like a very nice guy, someone that any girl want to go out with." Wanda describes.

"Thanks, Its nice to hear that." Peter replied.

They looked into each others eyes as Pietro came and interrupted the moment.

"I'm... I interrupting?" Pietro asked.

"Uh, no, no. What's up?" Peter replied.

"Everyone is boarding, I went to check on you two." Pietro explained.

"Okay, I'll be right there. See you two on the quinjet." Peter walks out.

Pietro noticed Wanda staring at Peter as he walks, and begins to wonder.

"What?" Wanda said.

"Nothing, I just never seen you like this before." Pietro smiled.

"Like what?" Wanda asks.

"Do you... have feelings for that guy?" Pietro replied.

"What? No. I mean... Peter is a nice guy, but that's not what..." Wanda speaks.

"Peter? I didn't know that is his name, and how quickly you said it." Pietro said.

Wanda felt embarrassed and giggled. "I just heard it when I was in his head. I just understand him."

"Sure you do?" Pietro smiled.

"What are you thinking?" Wanda wonders.

"Well... I think that... you and Peter... make a cute couple." Pietro said it and laughed.

Wanda throw something at Pietro, but he speeds away. Wanda felt annoyed by what Pietro said. She smiled and begins to think that she might have feelings for Peter. Whatever it was its something that she never felt before in her life.


	10. Battle of Sokovia Part I

**Battle of Sokovia Part I**

The Avengers are on the quinjet heading to battle.

"Ultron knows we're coming, odds are we'll be riding into heavy fire and that's what we signed up for. But the people of Sokovia, they didn't. So our priority is getting them out. All they want to live their lives in peace, that's not going to happen today, but we can do our best to protect them. We can get the job done. Find out what Ultron's been building, we find Romanoff, and clear the field. Keep the fight between us. Ultron thinks we're monsters, that we're what's wrong with the world. This isn't just about beating him, it's about whether he's right." Steve laid down the plan and gives his speech.

The rest of the Avengers evacuate the city, Iron Man flies in and enter the church.

"Come to confess your sin." Ultron asks.

"Don't know, how much you got?" Tony replied.

"More than you." Ultron replied.

"Eh, have you been juicing, little vibranium cocktail. You're looking... I don't want to say puffy."

"You're stalling to protect the people." Ultron is on to him.

"That is the mission, you forget." Tony replied.

"I've moved beyond your mission. I'm free." Ultron speaks as a device popped out of the ground. "What do you think you were the only ones stalling."

"There's the rest of the vibranium, function still unclear." FRIDAY stated.

"This is how you end Tony. This is peace of my time." Ultron said.

Ultron bots came out and started attacking the city. The Avengers began to fight and protect.

"Get off the bridge." Wanda speaks up as she creates a barrier to protect the people. "Run."

Meanwhile, Vision came in and faces Ultron.

"Ultron..." Vision flown in.

"My vision... they really did take everything from me." Ultron speaks.

"You set the terms, you can change them." Vision stated.

"All right." Ultron grabs Vision.

Vision grabs his head and enters, severing his link to the net.

Tony asks about Vision. "FRIDAY, the Vision?"

"Boss, it's working. He's burning Ultron out of the net. He won't escape through there." FRIDAY informs.

Vision successfully severed his link.

"Ugh! You shut me out! You think I care?!" Ultron fights back and toss down Vision. "You take away my world, I take away yours."

Ultron activates the key, The Avengers felt the tremors around the city, only to find the city is lifting.

Ultron flies and looks. "The beauty of it. The inevitability. You rise only to fall. You, Avengers, you are my meteor. My swift and terrible sword. And the Earth will crack with the weight of your failure. Purge me from you computers! Turn my own flesh against me! It means nothing! When the dust settles, the only thing living in this world will be metal!"

Iron Man flies and looks.

"The vibranium core's got a magnetic field. That's what's keeping this rock together." FRIDAY relays information.

"If it drops?" Tony asks.

"Right now the impact would kill thousands. Once it geta high enough, global extinction." FRIDAY explains.

Iron Man flies by a building.

"That building's not clear! It's 10th floor!" FRIDAY informs.

Iron Man flie inside and see a family and a tub.

"Hi... Okay... get in the tub!" Tony tells them.

He flies off the collapsing building carrying them in a tub.

"I got airborne heading up the bridge!"

One of the bots flew up and hit Cap.

"Cap, ya got incoming." Tony informs.

"Incoming already came in." Steve got up and is on his feet. "Stark, you worry about bringing the city down safely. The rest of us have one job: tear these things apart. You get hurt, hurt 'em back. You get killed... walk it off."

The bot continue to attack the civilians until thd Hulk came and joined the fight.

Meanwhile Wanda is escoting them out while Peter and Clint fought them off. Peter then sees a swarm of them coming at her. He ran up to her and got her inside . He landed on his back with her on top of him.

"Hi." Peter said.

"Hi." Wanda replied.

"Are you alright?" Peter asks.

"Yeah, thank you." Wanda smiled.

Clint is outside shooting his arrows. "If you two are done fooling around I could use some backup?"

"Hey, we weren't... never mind. Come on, Clint needs our help." Peter gets up.

"I can't." Wanda replied.

"What? Why?" Peter asks.

"Because I did this, I brought this madness into everyone's lives when I toyed with Tony's mind." Wanda explained.

"I know, but right now these people need our help." Peter said.

"I'm not like you, I'm not a hero." Wanda said.

Peter pulls off his mask. "I wasn't always a hero, Wanda. I was a science geek who rode on a skateboard who got bitten by a spider. I made stupid mistakes even when I got my powers. I could had a different life than this, but here I am."

"Then why do you do this?" Wanda wonders.

"Because it's my responsibility, I was given a great power and I have responsibility to use them to help others. You have great power too, Wanda. You can use them to help save these people. I'm going to go out there to save lives or die trying. If you stay here, then you're good. But if you go out there, then you're a hero, you're an Avenger." Peter puts his mask back on, then gets up and aids Clint.

Meanwhile, Cap runs up to the cars hanging on halfway, he grips it but the two cars fell down. Thor came up until he spots the two cars and goes down and pull the woman from the seat, he throws her up for Cap to catch.

"I got ya! Just look at me!" Steve caught her and climbs up.

A Ultron bot came up as they are climbing up. "You can't save them all!" A shield hit it. "You'll never-."

Cap pulls the shield in and drops the bot down. "I'll never what? You didn't finish!" Thor came with the car. "What, were yoi napping.

Cap and Thor joined Widow and worked together againat the bots. Ultron came flying in and spots Thor.

"Thor, you're bothering me!" Ultron flew in and took Thor.

Spidey and Hawkeye are engaging multiple bot and are being overwhelmed.

"Ow!" Clint said.

Wanda came and joined the fight, uses her power to rip them apart. Spidey and Hawkeye backs her up. They took out the bots.

"Thank you." Peter said.

"All right, we're all clear here. Clint said.

"We are not clear! We are very not clear!" Steve fighting a bot.

"Alright, comin' to you." Clint replied.

Pietro came and lifted Wanda, he speeds away. "Keep up, old man!"

"You heard him!" Peter as he webslings away.

"Nobody would know. Nobody." Clint puts his arrow away and runs. "The last I saw him, an Ultron was sitting on him. Uh, yeah. He'll be missed, those little bastards. I miss him already."

Thor is engaged in a fight with Ultron overwhelming him. The police fires back until the twins arrived.

"Hold your fire!"

One of the bullets hit Pietro in the arm and he felt hurt.

Steve is fighting alone as the bots are circling him.

"Cap, shield." Peter asked.

Cap throw his shield as Spidey web it and swings it around with all his strength and slices through the bots. All the bots were cut down and Spidey returns Cap's shield.

"Whoa!" Steve is amazed, imitating Peter's words.

"Yes, Whoa!." Peter said as Steve smiled.

Iron Man flies close below to the antigravs.

"The antigravs are rigged to flip. Touch them, they'll go full reverse thrust. The city's not coming down slow." FRIDAY informs.

"Well, spire is vibranium. If I get Thor to hit it..." Tony thinks.

"It'll crack. That's not enough. The impact would still be devastating." FRIDAY replied.

"Maybe if we could cap the other end, keep the atomic action doubling back." Tony figures out.

"That could vaporize the city... and everyone on it."

The city now flows through the clouds.


	11. Battle of Sokovia Part II

**Battle of Sokovia Part II**

The team help the people get indoors before more bots came. Spider-Man is having a hard time seeing through the clouds in his mask. He removes it, not being worry about his identity being compromised, not that the Sokovians care who he is.

"Next wave is gonna hit any minute, what are you guys talking?" Peter asks.

"Well nothing great, maybe a way to blow up the city. That will keep it from impacting the surface if you guys get clear." Tony suggested.

"I asked for a solution, not an escape plan." Steve stated.

"Impact radius is getting bigger ever second, we're gonna have to make a choice." Tony stated.

"Boys, these people are going nowhere. Stark finds a way to blow this rock." Natasha agrees with the plan.

"Not until everyone's safe!" Steve stated.

"Everyone up here versus everyone down there, there's no math." Natasha said.

"No, we're not leaving everyone to die." Peter protested.

"I didn't say we should leave." Natasha said as Peter and Steve looks at her. "There's worse ways to go. Where else am I gonna get a view like this."

"Glad you like the view, Romanoff. It's about to get better." Fury speaks on comms.

They see the Helicarrier emerging from the clouds, as did the Sokovians.

"Nice right, pulled her out of mothballs with a couple of old friends. She's dusty but she'll do." Fury on the bridge.

"Fury, you son of a bitch!" Steve said a language.

"Oh, you kiss your mother with that mouth." Fury replied.

The lifeboats flies off the carrier to the city.

"This is S.H.I.E.L.D?" Pietro wonders.

"This is what S.H.I.E.L.D's supposed to be." Steve stated.

"This is not so bad." Pietro replied.

Steve see the lifeboat getting into position. "Let's load them up."

Some Ultron bots are head for the Helicarrier

"Sir, we have multiple bogies converging on our starboard flank." Maria informs.

"Show em what we got." Fury replied.

"You're up." Maria calls up.

War Machine came in and fires.

"Yes, now this is gonna be a good story." Rhodes flies and is now joined by Iron Man.

"Yep, if you live to tell." Tony replied.

" You think I can't hold my own?" Rhodes asks.

"We get through this, I'll hold your own." Tony said.

"You had to make it weird." Rhodes as they fight together in the air.

The team help get the people on the lifeboats while Thor fights Ultron.

"You think you're saving anyone?" Ultron grabs Thor by the neck. "I turn this key and drop this rock a little early and it's still billions dead. Even you can't stop that."

"I am Thor, son of Odin, and as long as there is life in my breast... I am running out of things to say! Are you ready?"

Ultron turns around only to be hit by Vision wielding Mjolnir. Thor gets up and summons his hammer back.

"It's terribly well-balanced." Vision describes.

"Well, if there's too much weight, you lose power on the swing, so..." Thor explained.

Iron Man flies around taking out the bots. "I got it. Create a heat seal. I could... I could supercharge the spire from below."

"Running numbers." FRIDAY said.

Iron Man see a lifeboat take a hit and flies up to keep it in the air.

"A heat seal could work with enough power." FRIDAY replied.

"Thor, I got a plan." Tony said.

"We're out of time. They're coming for the core." Thor replied.

"Rhodey, get the rest of the people on board that carrier." Tony tells.

"On it." Rhodes said.

"Avengers, time to work for a living." Tony flies back down.

Iron Man joins Thor and Vision in protecting the key. Cap, Spidey, Hawkeye, and the twins came.

"Romanoff, you and Banner better not be playing hide the zucchini." Tony jokes.

"Relax, shellhead. Not all of us can fly." Natasha drives a truck, plowing over the bots.

Natasha came inside and joins the team. "What's the drill?"

Tony points. "This is the drill. If Ultron gets a hand on the core, we lose."

The Hulk came landing and Ultron is outside.

"Is that the best you can do?" Thor yelled out.

Ultron summons his huge army.

"You had to ask." Peter said.

"This is the best I can do. This is exactly what I wanted. All of you againat all of me. How can you possibly hope to stop me?" Ultron speaks.

"Well, like the old man said... together." Tony answered.

The bots came charging in and the Avengers all fought to keep them away. Peter uses his web grenade on the bots. He then jumps up and taser webs some more, shutting them down. Being machines, he cut loose on holding back and uses his full strength to demolish them. The rest of the team fought hard to stop them. Ultron and Vision fought above, Vision fires his beam at Ultron, pushing him back. His vibranium armor is able to hold back the blast. Thor and Iron Man joins in and fired together with Vision. Their combined attacks is ripping apart Ultron until they stopped firing.

"You know, with the benefit of hindsight..." Ultron gets punched by the Hulk.

The Hulk turns and sees the bots. He roared and they flee.

"They'll try to leave the city." Thor said.

"We can't let them, not even one. Rhodey." Tony said.

"On it." Rhodes sees them. "Oh, no. I didn't say you can leave. War Machine, coming right at you, right..." Rhodes sees Vision joining the fight. "Okay, what?"

Meanwhile, at the chruch.

"Got to move out, could tell the air is getting thin. You guys get to the boats, I'll sweep for stragglers, be right behind you." Steve orders them.

"What about the core?" Clint asks.

"I'll protect it... It's my responsibility." Wanda said.

"I'll stay with her, watch her back." Peter volunteers.

"Alright, as soon it's all clear, get to the lifeboats. Both of you." Steve said.

"We'll be there." Peter stated.

The rest the team move out, except for Pietro.

"Get the people on the boats." Wanda tells.

"I'm not going to leave you." Pietro said.

"I can handle this." Wanda take down a bot. "I'm not alone, come back for us when everyone else is off, not before. You understand?"

"You know, I am twelve minutes older." Pietro smiled.

"Go." Wanda smiled back.

"Hey, look after her." Pietro asks.

"I will." Peter said.

"Thanks. You know, you two are so cute together." Pietro smiled at them.

"What?" Peter asks. Pietro speeds away and Peter turns his attend to Wanda. "What was that all about?"

Iron Man went under while the team get the people on the liftboats. Ultron boards the quinjet. Clint sees a mother worrying for her child. He went back to find him. Natasha tries to get the Hulk to transform back to Bruce until they came under fire from Ultron.

"I got no strings, so I have fun. I'm not tied up to anyone." Ultron pilots.

Clint found a kid hiding. "Come on, time to go."

Ultron fires the guns at everyone. Clint sees the bullets coming. He covers for the kid. The bullets has stopped, he sees Pietro taking the bullets for Clint.

"You didn't see that coming?" Pietro said before he dies.

Wanda cried out that Pietro was killed, she used her powers to take out the bots, but also knock out Peter too.

Clint carried Pietro's body to the lifeboats. The Hulk got Natasha on the helicarrier. Hulk jumped up and go in the quinjet, he forced Ultron out to fall back into the city.

Peter regain consciousness to see Wanda missing. He gets up to go search for her. Wanda found Ultron and got closer. Peter then see some red glowing in the train.

"Wanda, if you stay here, you'll die" Ultron speaks.

"I just did. Do you know how it felt?" Wanda pulls out his power source with her powers. "It felt like that."

Peter got inside to see Wanda and Ultron's now inactive body.

Steve still waits for Peter and Wanda. One of Ultron's broken bots approaches the key and activates it. The city falls, Cap was able to jump on the boat in time.

Tony goes through with the plan.

"Thor, on my mark!" Tony said.

Thor charges up his hammer.

Peter got a hold of Wanda. He use his clinging to hold on to the train. He sees Vision coming in, he webs up to Vision and Vision got a hold of his web. Vision pulls them to safety while Peter held Wanda very tight.

"Now." Tony relayed.

Thor hits his hammer on the core, destroying the whole city. Iron Man flies out through falling debris. Hulk is still in the air on the quinjet, refusing to come back.

Later, Ultron in his regular bots body climbs out of the crater of where the city use to stand on. Vision came flying down and sees Ultron.

"You're afraid." Vision speaks.

"Of you?" Ultron replied.

"Of death. You're the last one." Vision stated.

"You were supposed to be the last. Stark asked for a saviour... and settled for a slave " Ultron said.

"I supposs we are both disappointments." Vision said.

"I suppose we are." Ultron replied.

"Humans are odd. They think order and chaos are somehow opposites and try to control what won't be. But there is grace in their failings. I think you missed that." Vision said.

"They're doomed." Ultron said.

"Yes. But a thing isn't beautiful because it lasts. It's a privilege to be among them." Vision said.

"You're unbearably naive." Ultron said.

"Well... I was born yesterday." Vision replied.

Ulton attacks Vision, but Vision destroyed Ultron for good.


	12. New Avengers

**New Avengers**

The Avengers has been relocated to a new facility in upstate New York. Natasha is sent a video of Clint's new born baby, Nathaniel Pietro Barton.

"Look! Say hi to Aunt Nat!" Laura said.

"Fat." Natasha smiles.

"One of our tech boys flagged this. Splashed down in the Banda Sea." Fury shows the tablet. "Could be the Quinjet. But with Stark's stealth tech, we still can't track the damn thing."

"Right." Natasha said.

"Probably jumped out and swam to Fiji. He'll send a postcard." Fury walks away.

"Wish you were here. You sent me to recruit him way back when. Did you know then what was gonna happen?" Natasha asks.

"You never know. You hope for the best, then make do with what you get. I got a great team." Fury said.

"Nothing lasts forever." Natasha said.

"Trouble, Ms. Romanoff. No matter who wins or loses, trouble still comes around." Fury walks away.

Meanwhile, Wanda is settled in her new quarters looking at a photo of her family.

Peter knocks. "May I come in?"

Wanda nodded her head and Peter came inside to see her with the photo.

"Was that your brother's? Are they..." Peter asks.

"They're my parents, Pietro would always carry it with him. Reminded us of the good times we use to have. Now that Pietro is dead, all I feel is..." Wanda said.

"Empty inside." Peter said.

"I don't know how to get through this without him." Wanda said with tears in her eyes

Peter sat down next to her. "I know how it feels, I've been there. Feels like you've lost hope. But I can tell you that you don't have to face it alone. Just remember, the good times you had with your brother and your parents will always be with you wherever you go, and to never lose hope. You have friends now to help you and you have me, I'll be here if you need me."

Peter got up and help Wanda stand up. She then surprised him by hugging him. Peter said nothing, he just hugs her back. After they're done, they looked into each others eyes. They experience a moment, they leaned in closer until they stopped halfway.

"I should... probably go and help around." Peter replied.

"Okay." Wanda watches Peter walk away. "Peter."

"Yeah." Peter stopped walking.

"Thank you." Wanda smiled.

"Sure." Peter smiled back.

Wanda now feels better after talking to Peter. Peter walks in the hallway think about what just happened between him and Wanda. He couldn't believe that he would feel this way again. He thinks about what Pietro said before he died and this is what Pietro must have meant.

"Peter Parker, when did you fall in love with Wanda?" Peter asks himself.

He started to develop feelings for Wanda, but for now says nothing and chose to be friends with her. He couldn't let what happened with Gwen happen to her. He doesn't know how to deal with this feeling, but he'll try to keep it to himself.

Steve, Tony, and Thor walk around.

"The rules have changed."

"We're dealing with something new."

"Oh, the Vision is artificial intelligence."

"A machine."

"So, it doesn't count?"

"No, it's not a person lifting the hammer."

"Right, different rules for us."

"Nice guy. Artificial."

"Thank you."

"He can wield the hammer, he can keep the mind stone. It's safe with the Vision. And these days, safe is in short supply." Thor speaks.

"Bit if you put the hammer in an elevator..."

"It would still go up."

"Elevator's not worthy."

"I'm going to miss these talks of ours" Thor puts his hand on Tony's shoulder.

"Not if you don't leave." Tony replied

"I have no choice.The mind stone is the fourth of the Infinity Stones to show up in the last few years. It's not a coincidence." Thor said as they walk outside. "Someone has been playing an intriate game and has made pawns of us. And once all these pieces are in position..."

"Triple Yahtzee." Tony replied.

"You think you can find out what's coming?" Steve asks.

"I do. Beside this one, there's nothing that can't be explained." Thor said before the Bifrost take him away.

"That man has no regard for lawn maintenance." Tony said as Thor leave a mark in the lawn. He and Steve walks. "I'm gonna miss him, though. And you're going to miss me. There's going be a lot of manful tears."

"I will miss you, Tony." Steve replied.

"Yeah? Well, it's time for me to tap out. Maybe I should take a page out of Barton's book. Build Pepper a farm, hope nobody blows it up." Tony calls up his car.

"The simple life." Steve said.

"You'll get there one day." Tony said.

"I don't know. Family, stability... The guy who wanted all that went in the ice 75 years ago. I think someone else came out." Steve said.

Tony opens the door to his car. "You all right?"

"I'm home." Steve said as Tony hops in.

Natasha and Peter wait for Steve to show up.

"You two wanna keep staring ar the wall, or do you wanna go to work?" Steve got their attention. "I mean, it's a pretty interesting wall."

"Well, we thought you and Tony were still gazing into each other eyes." Peter jokes.

Natasha smiled at the joke as they wall. "How do we look?"

"Well, we're not the '27 Yankees." Steve hans them a tablet.

"We got some hitters." Peter replied.

"They're good. They're not a team." Steve said.

"Let's beat them into shape." Natasha replied.

They enter to see Vision, Falcon, and Scarlet Witch waiting for them, ready to join the team. Steve, Natasha, and Peter still remained on the team. The six form a new team of Avengers.

"Avenger..." Steve calls them.

 _Note: There are still more stories coming, so stay tuned._


End file.
